Another example of a state-owned enterprise acquiring a NEEQ company! Tancheng County Urban Construction Investment Group Co.
(hereinafter referred to as "Tancheng Urban Investment") plans to subscribe for non-public issuance of new shares in cash to acquire Skerui (870796.
NQ), a company listed on the basic layer of the New Third Board.
After the transaction is completed, it will hold 51% stake in the latter
Skerry is an investment attraction company in Tancheng County.
Tancheng Urban Investment has lent to Skerry many times before.
After the subscription of more than 55 million yuan is in place, more than 15 million yuan of which will be used to repay the loan of Tancheng Urban Investment.
68 million yuan holding Skerry
68 million yuan holding Skerry
Skerry disclosed on the evening of February 18 that Tancheng Urban Investment will subscribe for 52.
04 million shares of Skerry for 55.
6828 million yuan, and the subscription price is 1.
07 yuan per share.
After the subscription is completed, Tancheng Urban Investment will hold 51% of Skerry.
Equity, becoming the controlling shareholder of Skorui and gaining control
According to the data, Skorui was established in March 2001 and listed on the New Third Board in February 2017.
The company currently has a registered capital of 50 million yuan and is mainly engaged in the research and development, production and sales of polyurethane raw materials and environmental protection technology products.
The main products and services include Polyester polyols, polyurethane composites, oriented products, 3D printing materials
Han Zhi became the controlling shareholder of the company and currently holds 42.
86% of the shares
The semi-annual report disclosed that Linyi Skerry, a wholly-owned subsidiary, as the company's production and operation base, covers a total area of 57 acres for the first and second phases, with an annual output of 10,000 tons of polyester polyols, 10,000 tons of polyurethane composite materials and 10,000 tons of glycerin purification At the same time, there are water-based paint projects with an annual output of 40,000 tons, and the subsidiary Shandong Hengjiu Dafu New Materials Co.
has an annual output of 20,000 tons of mining polyurethane polymer materials.
The company has formed a polyester multi-component project.
Alcohol-based, based on the polyurethane industry, a product system that deepens and links upstream and downstream channels and products
Financial data shows that from January to September 2021, the operating income of Skerry was 98.
1905 million yuan, and the net profit attributable to the owner of the parent company was 10.
458 million yuan.
For the whole year of 2020, the above two figures were 84.
1038 million yuan respectively.
Yuan, 892,700 yuan
As of September 30, 2021, the net assets attributable to shareholders of the listed company were 64.
1586 million yuan, and the net assets per share were 1.
As of the share registration date of the general meeting of shareholders to review the directional issuance, the average transaction price of Skerry in the secondary market in the past 200 days was 1.
00 yuan per share, and the total transaction volume was 2.
It is not for reference due to the inactive secondary market transactions.
, the two parties agreed to confirm the issue price of 1.
07 yuan / share
From the perspective of the acquirer, Tancheng Urban Investment was established in March 2019 with a registered capital of 600 million yuan.
It is a county-level state-owned enterprise.
It is sponsored by the Tancheng County People's Government and is in charge of the Tancheng County State-owned Assets Management Service Center.
Investment management, urban construction development, etc.
, and currently controls 20 companies including Tancheng State-owned Assets Operation Company, Tancheng Urban Investment Medical Investment Co.
, and Tancheng Urban Investment Education Investment Co.
Financial data show that in 2019 and 2020, the total operating income of Tancheng Urban Investment was 824 million yuan and 850 million yuan respectively, and the net profit was 137 million yuan and 98.
1818 million yuan respectively
It is planned to build a "Lunan Polyurethane" industrial clusterIt is planned to build a "Lunan Polyurethane" industrial cluster
Tancheng Chengtou said that after obtaining control, it will make full use of the Skorui business platform, and further integrate effective resources on the basis of existing business.
Develop the business with development potential of SCORE, optimize the overall development strategy of SCORE, find new profit growth points, enhance the asset scale of SCORE, enhance the ability of sustainable operation, and enhance the shareholder value and shareholder return of SCORE
Before this acquisition, Skerry and Tancheng Urban Investment had frequent fund lending activities.
On September 27, November 2, and November 23, 2021, respectively, at an annualized interest rate of 8.
80%, Tancheng City Invested and borrowed 7.
92 million yuan, 3.
4 million yuan and 4 million yuan
Tancheng Urban Investment stated that Skorui is an investment attraction enterprise in Tancheng County, and Tancheng Urban Investment, as a county state-owned enterprise, carried out the above-mentioned capital lending when Skorui’s business expansion led to an increase in capital demand.
The acquisition is irrelevant
Skerry said that if the above-mentioned loans expire before the completion of the acquisition, Tancheng Chengtou agrees that the company will postpone the payment of the above three loans.
After the completion of the acquisition, the company will use part of the funds raised by this issuance to repay the above-mentioned loans.
After the fund-raising funds obtained from Tancheng Urban Investment are in place, in addition to repaying the above-mentioned borrowings, Skerry will use 11.
3628 million yuan to supplement working capital, 9 million yuan to repay the bank loans of subsidiaries, and 20 million yuan to use polyurethane Materials and products for construction project construction
According to reports, the construction project of Skerry polyurethane materials and products is based on the existing project (project land of 57.
59 mu), and plans to add 211 mu of project land.
The main construction includes R&D center, production workshop, warehouse, auxiliary facilities, public works, etc.
, built a 50,000-ton/year polyester polyol project, a 50,000-ton/year all-hydraulic foam composite material co-production project, a 10,000-ton/year waterproof and thermal insulation integrated engineering material project, and a 20,000-ton/year water-based paint co-production project Project, 5000 tons/year flame retardant project, 5000 tons/year new polyurethane engineering material project, 10000 tons/year adhesive project, 15000 tons/year food grade glycerin project, 10000 tons/year TPU, CPU project, 10 10,000 cubic meters/year of polyurethane composite foam products and 2,000 tons/year of modified polyether polyol products
It is reported that the total investment of the project is 1018.
7127 million yuan.
It is planned to be completed and put into operation in 2024, and will form an annual output of 170,000 tons of polyurethane materials and products
Skerry said that the project aims to help consolidate the business foundation based on the company's industrial positioning, build a large-scale operation, form a "Lunan Polyurethane" industrial cluster, and boost the local economy